| Document And Entity Information | 3 Months Ended | |
| Sep. 30, 2011 | Sep. 30, 2013 | |
| Document Information [Line Items] | ' | ' |
| Entity Registrant Name | 'MEDICAL ALARM CONCEPTS HOLDINGS INC | ' |
| Entity Central Index Key | '0001443089 | ' |
| Current Fiscal Year End Date | '--06-30 | ' |
| Entity Filer Category | 'Smaller Reporting Company | ' |
| Trading Symbol | 'MDHI | ' |
| Entity Common Stock, Shares Outstanding | ' | 1,364,719,304 |
| Document Type | '10-Q | ' |
| Amendment Flag | 'true | ' |
| Document Period End Date | 30-Sep-11 | ' |
| Document Fiscal Period Focus | 'Q1 | ' |
| Document Fiscal Year Focus | '2012 | ' |
| Amendment Description | 'The management of Medical Alarm Concepts Holdings, Inc. (the “Company”) has concluded that we should restate our financial statements as of and for the three months ended September 30, 2011. The conclusion was reached by management because they determined that the fair market value of convertible notes and warrants were improperly valued as of September 30, 2011. The restatement has resulted in the changes to the financial statements identified in Note 5 (Convertible Notes Payable), the addition of Note 9 (Restatement) and a modification to Note 6 (Derivative Warrant Liabilities and Fair Value) as well as appropriate changes to Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition, as a result of discovering the need to restate, we have modified the disclosure in Item 4, “Controls and Procedures.” Except as discussed above, we have not modified or updated disclosures presented in the original quarterly report on Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of our original Form 10-Q or modify or update those disclosures affected by subsequent events, except as specifically referenced herein. Accordingly, this Form 10-Q/A should be read in conjunction with our periodic filings made with the SEC subsequent to the date of the original filing, including any amendments to those filings, as well as any Current Reports filed on Form 8-K subsequent to the date of the original filing. | ' |
| CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2011 | Jun. 30, 2011 |
| Current assets | ' | ' |
| Cash | $1,297 | $22 |
| Accounts receivable, net | 6,882 | 5,240 |
| Inventory | 14,493 | 22,462 |
| Total current assets | 22,672 | 27,724 |
| Non-current assets | ' | ' |
| Property and equipment, net | 14,902 | 16,215 |
| Intangible assets, net | 1,314,918 | 1,334,544 |
| Total non-current assets | 1,329,820 | 1,350,759 |
| Total assets | 1,352,492 | 1,378,483 |
| Current liabilities | ' | ' |
| Derivative liability | 5,343,798 | 322,831 |
| Accounts payable | 185,163 | 187,233 |
| Deferred revenue | 9,693 | 69,529 |
| Accrued expenses and other current liabilities | 174,738 | 114,353 |
| Total current liabilities | 5,713,392 | 693,946 |
| Patent payable | 2,500,000 | 2,500,000 |
| Convertible notes payable, net of discount | 221,252 | 209,578 |
| Total non-current liabilities | 2,721,252 | 2,709,578 |
| Total liabilities | 8,434,644 | 3,403,524 |
| STOCKHOLDERS' DEFICIT | ' | ' |
| Common stock: $0.0001 par value; 1,400,000,000 shares authorized 373,174,121 shares issued and outstanding on September 30, 2011 and June 30, 2011, respectively | 37,317 | 37,317 |
| Additional paid-in capital | 4,959,045 | 4,959,045 |
| Accumulated deficit | -12,079,364 | -7,022,253 |
| Total Stockholders' Deficit | -7,082,152 | -2,025,041 |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,352,492 | 1,378,483 |
| Series A Convertible Preferred Stock [Member] | ' | ' |
| STOCKHOLDERS' DEFICIT | ' | ' |
| Convertible Preferred Stock | 55 | 55 |
| Series B Convertible Preferred Stock [Member] | ' | ' |
| STOCKHOLDERS' DEFICIT | ' | ' |
| Convertible Preferred Stock | $795 | $795 |
| CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Sep. 30, 2011 | Jun. 30, 2011 |
| Common stock, par value (in dollars per share) | $0.00 | $0.00 |
| Common stock, shares authorized | 1,400,000,000 | 1,400,000,000 |
| Common stock, shares issued | 373,174,121 | 373,174,121 |
| Common stock, shares outstanding | 373,174,121 | 373,174,121 |
| Series A Convertible Preferred Stock [Member] | ' | ' |
| Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
| Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
| Preferred stock, shares issued | 550,000 | 550,000 |
| Preferred stock, shares outstanding | 550,000 | 550,000 |
| Series B Convertible Preferred Stock [Member] | ' | ' |
| Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
| Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
| Preferred stock, shares issued | 7,950,000 | 7,950,000 |
| Preferred stock, shares outstanding | 7,950,000 | 7,950,000 |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
| Sep. 30, 2011 | Sep. 30, 2010 | |
| Revenue | $38,115 | $94,633 |
| Cost of revenue | 12,858 | 42,011 |
| Gross profit | 25,257 | 52,622 |
| Operating expenses | ' | ' |
| Selling expense | 26,854 | 142,904 |
| General and administrative | 297,311 | 251,486 |
| Total operating expenses | 324,165 | 394,390 |
| Loss from operations | -298,908 | -341,768 |
| Other (income) expense | ' | ' |
| Change in fair value of derivative instrument | 4,161,159 | -346,148 |
| Interest expense | 725,406 | 71,173 |
| Gain on sale of subscriber accounts | -128,362 | 0 |
| Other (income) expense, net | 4,758,203 | -274,975 |
| Loss before income taxes | -5,057,111 | -66,793 |
| Income tax provision | 0 | 0 |
| Net loss | ($5,057,111) | ($66,793) |
| Net loss per common share - basic and diluted (in dollars per share) | ($0.01) | $0 |
| Weighted average number of common shares - basic and diluted (in shares) | 373,174,121 | 208,903,244 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
| Sep. 30, 2011 | Sep. 30, 2010 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
| Net loss | ($5,057,111) | ($66,793) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
| Change in fair value of derivative instrument | 4,161,159 | -346,148 |
| Amortization of patent | 19,626 | 104,166 |
| Amortization of discount on convertible notes and interest expense | 649,274 | 33,673 |
| Depreciation | 1,313 | 1,312 |
| Change in operating assets and liabilities | ' | ' |
| Accounts receivable | -1,642 | -1,117 |
| Inventory | 7,969 | 26,662 |
| Prepaid expenses | 0 | 110,905 |
| Accounts payable | -2,070 | 20,794 |
| Due to affiliate | 0 | 8,250 |
| Accrued expenses | 60,385 | 43,012 |
| Deferred revenue | -59,836 | 3,229 |
| Net Cash Used in Operating Activities | -220,933 | -62,055 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
| Proceeds from convertible notes | 222,208 | 0 |
| Common stock to be issued | 0 | 75,655 |
| Due to officer | 0 | -15,600 |
| Proceeds from sale of preferred stock | 0 | 2,000 |
| Net Cash Provided By Financing Activities | 222,208 | 62,055 |
| NET INCREASE (DECREASE) IN CASH | 1,275 | 0 |
| CASH AT BEGINNING OF PERIOD | 22 | 0 |
| CASH AT END OF PERIOD | 1,297 | 0 |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ' | ' |
| CASH PAID FOR INTEREST EXPENSE | 86,000 | 37,500 |
| CASH PAID FOR INCOME TAXES | $0 | $0 |
| NATURE OF OPERATIONS | 3 Months Ended | |
| Sep. 30, 2011 | ||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
| Nature of Operations [Text Block] | ' | |
| 1. | NATURE OF OPERATIONS | |
| On June 4, 2008, Medical Alarm Concepts Holding, Inc. (the “Company”) was incorporated under the laws of the State of Nevada. The Company was formed for the sole purpose of acquiring all of the membership units of Medical Alarm Concepts LLC, a Pennsylvania limited liability company (“Medical LLC”). | ||
| On June 24, 2008, the Company merged with Medical LLC. The members of Medical LLC received 30,000,000 shares of the Company’s common stock, or 100% of the outstanding shares in the merger. As of the date of the merger, Medical LLC was inactive. | ||
| The Company utilizes new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions. | ||
| SUMMARY OF ACCOUNTING POLICIES | 3 Months Ended | ||
| Sep. 30, 2011 | |||
| Accounting Policies [Abstract] | ' | ||
| Significant Accounting Policies [Text Block] | ' | ||
| 2 | SUMMARY OF ACCOUNTING POLICIES | ||
| Basis of Presentation and Consolidation | |||
| The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). | |||
| The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company transactions and balances among the Company and its subsidiary are eliminated upon consolidation. | |||
| These interim consolidated financial statements are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair presentation of these interim consolidated financial statements have been included. The results reported in the consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year or any other periods. The (a) consolidated balance sheet as of June 30, 2011, which was derived from audited financial statements, and (b) the unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2011. | |||
| Certain amounts included in prior period financial statements have been reclassified to conform with current period financial statements presentation. | |||
| Use of Estimates | |||
| The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include the collectability of accounts receivable and deferred taxes and related valuation allowances. Certain of our estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary. | |||
| Inventory | |||
| The Company values inventory, consisting of purchased products, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method. The Company regularly reviews its inventories on hand and, when necessary, records a provision for excess or obsolete inventories based primarily on current selling price and spot market prices. The Company determined that there was no inventory obsolescence as of September 30, 2011. | |||
| Impairment of long-lived assets | |||
| The Company follows section 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s reviews it long-lived assets, which include property and equipment, and patent, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||
| The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future undiscounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated or amortized over the newly determined remaining estimated useful lives. The Company determined that there were no impairment of long-lived assets as of September 30, 2011. | |||
| Derivative warrant liability | |||
| The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification and paragraph 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Statement of Operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the conversion date and then the related fair value is reclassified to equity. | |||
| In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | |||
| The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. | |||
| On January 1, 2009, the Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The adoption of Section 815-40-15 has affected the accounting for (i) certain freestanding warrants that contain exercise price adjustment features and (ii) convertible bonds issued by foreign subsidiaries with a strike price denominated in a foreign currency. | |||
| Fair Value of Financial Instruments | |||
| The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value pursuant to GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | |||
| Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | ||
| Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | ||
| Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. | ||
| The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, stock subscription receivable, prepaid expenses, accounts payable, bank overdraft, deferred revenues and accrued liabilities, approximate their fair values because of the short maturity of these instruments. The Company’s convertible notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at September 30, 2011. | |||
| The derivative liability which consists of embedded conversion feature and warrants issued in connection with our convertible debt, classified as a level 3 liability, are the only financial liability measured at fair value on a recurring basis. | |||
| Income Taxes | |||
| The Company accounts for income taxes under the provisions of FASB ASC Topic 740, “Income Tax,” which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the difference between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are measured using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company establishes a valuation when it is more likely than not that the assets will not be recovered. | |||
| ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. | |||
| Revenue Recognition | |||
| The Company’s revenues are derived principally from utilizing new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions. The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured. | |||
| All revenues from subscription arrangements are recognized ratably over the term of such arrangements. The excess of amounts received over the income recognized is recorded as deferred revenue on the consolidated balance sheet. | |||
| Shipping and Handling Costs | |||
| The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of goods sold as incurred. | |||
| Stock-Based Compensation | |||
| We recognize compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, we calculate the fair value of the award on the date of grant in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. | |||
| Net Loss per Common Share | |||
| Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by taking net loss divided by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options, warrants, and convertible debt. These potential shares of common stock were not included as they were anti-dilutive. | |||
| GOING CONCERN | 3 Months Ended | |
| Sep. 30, 2011 | ||
| Going Concern [Abstract] | ' | |
| Going Concern Disclosure [Text Block] | ' | |
| 3 | GOING CONCERN | |
| These consolidated financial statements are presented on the basis that the Company will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business | ||
| As reflected in the accompanying consolidated financial statements, the Company has negative working capital of $5,690,720, did not generate cash from its operations, had stockholders’ deficit of $7,082,152 and had operating loss for past two years. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. | ||
| While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues. | ||
| The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | ||
| PATENT | 3 Months Ended | ||||||||
| Sep. 30, 2011 | |||||||||
| Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
| Intangible Assets Disclosure [Text Block] | ' | ||||||||
| 4. | PATENT | ||||||||
| On July 10, 2008, the Company entered into a Purchase Agreement and Patent Assignment Agreement (the “Agreement”) to be effective July 31, 2008. The Company is obligated to pay the seller $2,500,000 on June 30, 2012. The Agreement specifies interest of 6% to be payable monthly, commencing on July 31, 2008. The seller will reacquire all patents and applications if payment is not made on June 30, 2012. On June 25, 2013, this due date was extended to September 30, 2013. | |||||||||
| The patent is being amortized over its estimated useful life. During the quarter ended June 30, 2011, estimated useful life of the patent was changed from six years to twenty years due to change of accounting estimates. Amortization of patent aggregated $19,626 and $104,166 for the quarter ended September 30, 2011 and 2010 respectively. | |||||||||
| Patent, stated at cost, less accumulated amortization at September 30, 2011 and June 30, 2011, consisted of the following: | |||||||||
| 30-Sep-11 | 30-Jun-11 | ||||||||
| Patent | $ | 2,500,000 | $ | 2,500,000 | |||||
| Less: accumulated amortization | (1,185,082 | ) | (1,165,456 | ) | |||||
| $ | 1,314,918 | $ | 1,334,544 | ||||||
| CONVERTIBLE NOTES PAYABLE | 3 Months Ended | ||||
| Sep. 30, 2011 | |||||
| Debt Disclosure [Abstract] | ' | ||||
| Debt Disclosure [Text Block] | ' | ||||
| 5. | CONVERTIBLE NOTES PAYABLE | ||||
| During the quarter ended September 30, 2011, the Company issued promissory convertible notes to existing shareholders for total amount of $217,208 and a new investor for $5,000. The convertible notes are convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price from $0.0002 to $0.0041, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date. As part of this transaction the Company also issued to the subscriber a warrant to purchase 60,755,974 shares and 1,219,512 of common stock to existing shareholders and a new investor, respectively. The warrant exercise price is between $0.0002 to $0.0041 per share. | |||||
| On September 16, 2011, the Company and one of its convertible notes holders (“Note holder”), entered into an Amendment Agreement, pursuant to which (1) the fixed Conversion Price of certain convertible notes dated approximately March 2009, June 2011, July 2011 and August 2011” and (2) Exercise Price of attached Warrants have been adjusted to $0.0002. The maturity dates of those convertible notes have been extended for two years from their original maturity dates. The maturity dates of attached warrants have been extended for five years from their original maturity dates. | |||||
| On April 23, 2012, the Company and the Note holder entered into another Amendment Agreement, which further clarified scope covered by the Amendment Agreement dated September 16, 2011 to include convertible notes and warrants issued in September 2011 in the Amendment Agreement. | |||||
| In addition, based on certain term included in the related Security Purchase Agreement, the conversion price of all convertible notes and the exercise price of all warrants issued prior to September 16, 2011 should be reduced to $0.0002. | |||||
| As a result of the two Amendment Agreements and certain term of related Security Purchase Agreement, (1) the conversion price of all convertible notes and (2) the exercises price of attached warrants, which were dated on or before September 16, 2011 has been changed to $0.0002. The maturity dates of convertible notes have been extended for two years from their original maturity dates and maturity dates of attached warrants have been extended for five years from original maturity dates. | |||||
| The following table summarizes the convertible promissory notes movement: | |||||
| Balance at June 30, 2011 | 247,598 | ||||
| Convertible notes issued | 222,208 | ||||
| Convertible notes converted | - | ||||
| Total | 469,806 | ||||
| Less: debt discount | (248,554 | ) | |||
| Balance at September 30, 2011 | 221,252 | ||||
| DERIVATIVE WARRANT LIABILITY AND FAIR VALUE | 3 Months Ended | |||||
| Sep. 30, 2011 | ||||||
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||
| Derivatives and Fair Value [Text Block] | ' | |||||
| 6. | DERIVATIVE WARRANT LIABILITY AND FAIR VALUE | |||||
| The Company has evaluated the application of ASC 815 Derivatives and Hedging (formerly SFAS No. 133) and ASC 815-40-25 to the Warrants to purchase common stock issued with the Convertible Notes and service agreements. Based on the guidance in ASC 815 and ASC 815-40-25, the Company concluded these instruments were required to be accounted for as derivatives due to the down round protection feature on the conversion price and the exercise price. The Company records the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the statements of operations as “Gain (loss) on derivative liabilities.” These derivative instruments are not designated as hedging instruments under ASC 815 and are disclosed on the balance sheet under Derivative Liabilities. | ||||||
| The Company accounted for the issuance of the convertible debentures in accordance with ASC 815” Derivatives and Hedging.” The debentures are convertible into an indeterminate number of shares for which the Company cannot determine if it has sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. | ||||||
| The gross proceed from the sale of the debentures are recorded net of a discount of related to the conversion feature of the embedded conversion option. When the fair value of conversion options is in excess of the debt discount the amount of $637,600 has been included as a component of interest expense in the statement of comprehensive loss. During the quarter ended September 30, 2011, the Company recorded $4,161,159 into other expense, resulting from changes of fair value of derivative instrument; comparably during the same period of 2010, the Company recorded other income of $346,148. | ||||||
| The fair value of the Warrants underlying the promissory notes issued at the time of their issuance was calculated pursuant to the Black-Scholes option pricing model. The fair value was recorded as a reduction to the promissory notes payable and was charged to operations as interest expense in accordance with effective interest method within the period of the promissory notes. Significant assumptions used in calculating fair value of outstanding warrants are as follows. | ||||||
| Expected dividend | Expected volatility | Risk-free rate of interest | Expected term | Exercise price | Underlying Number of shares | |
| (year) | ||||||
| - | 290% - 375% | 0.07%/1 year | As set forth by each promissory note agreement | between $0.0002 to $0.0041 per share | As set forth by each promissory note agreement | |
| 0.35%/2 years | ||||||
| 0.5%/3 years | ||||||
| RELATED PARTY TRANSACTIONS | 3 Months Ended | |
| Sep. 30, 2011 | ||
| Related Party Transactions [Abstract] | ' | |
| Related Party Transactions Disclosure [Text Block] | ' | |
| 7 | RELATED PARTY TRANSACTIONS | |
| During the quarter ended September 30, 2010, the Company repaid the chief executive officer a net amount of $15,600 on advances. As of September 30, 2010, the outstanding balance is $8,400. The advances bear no interest and are payable on demand. | ||
| During the quarter ended September 30, 2011, the Company issued convertible notes to certain shareholders. See Note 5. | ||
| INCOME TAX | 3 Months Ended | ||||||||
| Sep. 30, 2011 | |||||||||
| Income Tax Disclosure [Abstract] | ' | ||||||||
| Income Tax Disclosure [Text Block] | ' | ||||||||
| 8 | INCOME TAX | ||||||||
| The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the quarter ended September 30, 2011 and 2010 to the Company’s effective tax rate is as follows: | |||||||||
| Three months ended September 30, | |||||||||
| 2011 | 2010 | ||||||||
| U.S. federal statutory rate | (34.0 | )% | (34.0 | )% | |||||
| State income tax, net of federal benefit | (9.99 | )% | (9.99 | )% | |||||
| Change in valuation allowance | 43.99 | % | 43.99 | % | |||||
| Income tax provision (benefit) | 0 | % | 0 | % | |||||
| The benefit for income tax is summarized as follows: | |||||||||
| Three months ended September 30, | |||||||||
| 2011 | 2010 | ||||||||
| Federal: | |||||||||
| Current | $ | - | $ | - | |||||
| Deferred | (492,356 | ) | (22,710 | ) | |||||
| State and local: | |||||||||
| Current | - | - | |||||||
| Deferred | (144,666 | ) | (6,679 | ) | |||||
| Change in valuation allowance | 637,022 | 29,389 | |||||||
| Income tax provision (benefit) | $ | - | $ | - | |||||
| As of September 30, 2011, the Company had approximately $8 million of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2028. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations. | |||||||||
| In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. | |||||||||
| The Company files U.S. federal and states of Pennsylvania tax returns that are subject to audit by tax authorities beginning with the year ended June 30, 2008.The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense. | |||||||||
| RESTATEMENT OF FINANCIAL STATEMENT | 3 Months Ended | ||||||||||||
| Sep. 30, 2011 | |||||||||||||
| Stockholders Equity Note [Abstract] | ' | ||||||||||||
| Disclosure of Reclassification Amount [Text Block] | ' | ||||||||||||
| 9. | RESTATEMENT OF FINANCIAL STATEMENT | ||||||||||||
| The management of the Company has concluded that we should restate our financial statements as of and for the three months ended September 30, 2011. The conclusion was reached by management because they determined that the fair market value of a convertible notes and warrants were improperly valued as of September 30, 2011. | |||||||||||||
| On September 16, 2011, the Company and one of its convertible notes holders (“Note holder”), entered into an Amendment Agreement, pursuant to which (1) the fixed Conversion Price of certain convertible notes dated approximately March 2009, June 2011, July 2011 and August 2011” and (2) Exercise Price of attached Warrants have been adjusted to $0.0002. The maturity dates of those convertible notes have been extended for two years from their original maturity dates. The maturity dates of attached warrants have been extended for five years from their original maturity dates. | |||||||||||||
| On April 23, 2012, the Company and the Note holder entered into another Amendment Agreement, which further clarified scope covered by the Amendment Agreement dated September 16, 2011 to include convertible notes and warrants issued in September 2011 in the Amendment Agreement. | |||||||||||||
| In addition, based on certain term included in the related Security Purchase Agreement, the conversion price of all convertible notes and the exercise price of all warrants issued prior to September 16, 2011 should be reduced to $0.0002. | |||||||||||||
| As a result of the two Amendment Agreements and certain term of related Security Purchase Agreement, (1) the conversion price of all convertible notes and (2) the exercises price of attached warrants, which were dated on or before September 16, 2011 has been changed to $0.0002. The maturity dates of convertible notes have been extended for two years from their original maturity dates and maturity dates of attached warrants have been extended for five years from original maturity dates. | |||||||||||||
| The price adjustment was not taken into consideration during the calculation of fair market value of derivative liabilities of convertible notes and warrants at September 30, 2011. This restatement reflects the correction of this calculation. | |||||||||||||
| The effect of the restatement on specific line items in the financial statements as of September 30, 2011 and for the three months ended September 30, 2011 is set forth in the table below: | |||||||||||||
| Consolidated Balance Sheet | |||||||||||||
| Previously Reported | Adjustments | As Restated | |||||||||||
| Derivative liability | $ | 1,641,139 | $ | 3,702,659 | $ | 5,343,798 | |||||||
| Total current liability | $ | 2,010,733 | $ | 3,702,659 | $ | 5,713,392 | |||||||
| Total liabilities | $ | 4,731,985 | $ | 3,702,659 | $ | 8,434,644 | |||||||
| Accumulated deficit | $ | (8,376,705 | ) | $ | (3,702,659 | ) | $ | (12,079,364 | ) | ||||
| Total shareholders' deficit | $ | (3,379,493 | ) | $ | (3,702,659 | ) | $ | (7,082,152 | ) | ||||
| Consolidated Statements of Operations | |||||||||||||
| Previously Reported | Adjustments | As Restated | |||||||||||
| Change in fair value of derivative instrument | $ | 914,452 | $ | 3,246,707 | $ | 4,161,159 | |||||||
| Interest expense | $ | 269,454 | $ | 455,952 | $ | 725,406 | |||||||
| Other (income) expense, net | $ | 1,055,544 | $ | 3,702,659 | $ | 4,758,203 | |||||||
| Loss before income tax | $ | (1,354,452 | ) | $ | (3,702,659 | ) | $ | (5,057,111 | ) | ||||
| Net loss | $ | (1,354,452 | ) | $ | (3,702,659 | ) | $ | (5,057,111 | ) | ||||
| Consolidated Statement of Cash Flows | |||||||||||||
| Previously Reported | Adjustments | As Restated | |||||||||||
| Net loss | $ | (1,354,452 | ) | $ | (3,702,659 | ) | $ | (5,057,111 | ) | ||||
| Change in fair value of derivative instrument | $ | 914,452 | $ | 3,249,707 | $ | 4,161,159 | |||||||
| Amortization of discount on convertible notes | $ | 193,322 | $ | 455,952 | $ | 649,274 | |||||||
| and interest expense | |||||||||||||
| SUBSEQUENT EVENT | 3 Months Ended | |
| Sep. 30, 2011 | ||
| Subsequent Events [Abstract] | ' | |
| Subsequent Events [Text Block] | ' | |
| 10. | SUBSEQUENT EVENT | |
| October 6, 2011 – 18,600,000 common shares issued for conversion of $3,720 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| October 6, 2011 - 13,600,000 shares of restricted common stock were issued to a consultant, Paul Hepler, for services rendered. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction and are restricted from sale for a period of one year from the date of issue. The shares were valued at fair market value. The cost will be amortized over the service period of one year. | ||
| October 6, 2011 - 2,600,000 shares of restricted common stock were issued to a consultant, Thomas Shea, for services rendered. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction and are restricted from sale for a period of one year from the date of issue. The shares were valued at fair market value. The cost will be amortized over the service period of one year. | ||
| November 10, 2011 - the Company began a series of withdrawals against its credit line provided by an accredited investor. Monies drawn against the $750,000 balance carry an 8% annualized simple interest and are due December 31, 2014. A total of $632,793.78 has been drawn against this credit line. | ||
| January 12, 2012 – 20,000,000 common shares issued for conversion of $4,000 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| February 13, 2012 – 20,000,000 common shares issued for conversion of $4,000 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| On March 9, 2012 - The Company determined that it would not be in the best interest of common shareholders to complete its proposed merger with Texas-based, First Fitness Nutrition. This decision was based mainly to the excessive amount of common shareholder dilution that would occur if the merger closed. Under the terms of the non-binding memorandum of understanding signed between the Companies on November 9, 2011, the Company supplied FirstFitness Nutrition with a $140,000 capital infusion in the form of a 12-month 10% interest-bearing note due on January 4, 2013. In the event of default, the loan shall bear interest on each day at the rate of 20% per annum. Borrower agrees that all property of Borrower which may hereafter be deposited with or come into the possession of Lender shall be applicable to secure the payment of the Loan, and for this purpose Lender is hereby given a lien on and a security interest in all property of Borrower which may hereafter be deposited with or come into the possession of Lender, and for such purpose this Agreement shall constitute a security agreement under the Uniform Commercial Code. | ||
| March 12, 2012 – 12,000,000 common shares issued for conversion of $2,400 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| March 14, 2012 – 4,000,000 shares of restricted common stock were issued to a consultant, Paul Hepler, for services rendered. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction and are restricted from sale for a period of one year from the date of issue. The shares were valued at fair market value of $0.004. The cost will be amortized over the service period of one year. | ||
| March 14, 2012 – 6,000,000 shares of restricted common stock were issued to a consultant, Thomas Shea, for services rendered. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction and are restricted from sale for a period of one year from the date of issue. The shares were valued at fair market value of $0.004. The cost will be amortized over the service period of one year. | ||
| April 9, 2012 – 31,500,000 common shares issued for conversion of $6,300 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| April 27, 2012 – 15,000,000 common shares issued for conversion of $3,000 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| April 27, 2012 – 4,000,000 shares of restricted common stock were issued to a consultant, Paul Hepler, for services rendered. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction and are restricted from sale for a period of one year from the date of issue. The shares were valued at fair market value of $0.0028. The cost will be amortized over the service period of one year. | ||
| May 1, 2012, the Company reached an agreement with holders of its convertible debt. Under the terms of the agreement, $56,251 of convertible debt and 34,606,250 warrants were canceled. The debt holders received no common share, preferred share, warrant, option, or cash consideration for these cancellations. The cancellation of this debt and the associated warrants may allow the Company to reverse a significant portion of its derivative liability charges during the current quarter, and will likely result in significant reductions in shareholder dilution. | ||
| May 21, 2012 – 28,208,284 common shares issued for conversion of $37,525 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| June 6, 2012 – 25,000,000 common shares issued for conversion of $5,000 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| July 13, 2012 - 28,430,000 common shares issued for conversion of $9,350.00 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| July 13, 2012 – 17,100,000 common shares issued for a new equity investment in the Company. The securities described above were issued to “accredited” investors, as such term is promulgated by the SEC. In reliance upon such accredited investor’s representation as an “accredited investor,” among other representations, the offer and issuance of the securities described above are exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. No natural person beneficially or entity owns, directly or indirectly, more than 10% of any class of equity securities. | ||
| August 3, 2012, the Company reached an agreement with various investors in the Corporation who held certain rights to buy common stock in the Corporation (Warrant Holders). The Warrant Holders and the Company agreed that it is in the best interests of the Warrant Holders, the Corporation and common stockholders to cancel a total of 60.825 million warrants. | ||
| All of these warrants had strike prices that were above the closing bid price on the day before the agreement was reached, thus were considered “in the money” warrants. No compensation of any type was given to Warrant Holders who canceled their warrant positions. These warrants were granted on the following dates in the following amounts: | ||
| 8-Jun-11 | 3,658,536 | |
| 21-Jun-11 | 619,024 | |
| 21-Jun-11 | 975,609 | |
| 27-Jul-11 | 1,219,512 | |
| 1-Aug-11 | 17,926,829 | |
| 16-Aug-11 | 1,219,512 | |
| 29-Aug-11 | 731,707 | |
| 7-Sep-11 | 3,048,780 | |
| 16-Sep-11 | 20,731,707 | |
| 21-Sep-11 | 4,444,444 | |
| 26-Sep-11 | 6,250,000 | |
| August 21, 2012 – 21,000,000 common shares issued for conversion of $4,200.00 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| September 17, 2012 – 30,000,000 common shares issued for conversion of $6,000.00 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| October 2, 2012 – 14,250,000 common shares issued for conversion of $2,850.00 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| November 16, 2012 - The Company issued promissory notes to an accredited investor for a cash investment of $58,000 into the Company, a form which is convertible into shares of the Company’s common stock at a fixed conversion price equal to the lesser of the fixed conversion price of $0.0014, or seventy five percent (75%) of the average of the closing bid price of the common stock as reported by Bloomberg LP for the principal market for the 5 trading days preceding the conversion date. As part of this transaction the Company also issued to the subscriber a warrant to purchase an additional 41,000,000 shares of common stock at $0.0014. | ||
| November 29, 2012 - 49,192,308 common shares issued for conversion of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| In February 19, 2013 - The Company reached agreements with holders of notes dated September 2, 2011 and November 15, 2012. The terms of the agreements call for cancellation of 1,219,512 warrants relative to the September 2, 2011 Note and the cancellation of 27,619,048 warrant associated with the November 15, 2012 Note. | ||
| On February 20, 2013 - The Company issued 20 million common shares for conversion of $4,000 of convertible debt relating to notes dated March 31,2009. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| On March 4, 2013 - The Company issued 890,774 shares for the exercise of warrants. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| On March 4, 2013 - The Company issued 4,225,000 common shares for conversion $845 convertible note dated June 8, 2011. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| On March 4, 2013 - The Company issued 188,175 shares for the exercise of warrants relating to a warrant agreement entered into on June 8, 2011. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| On March 4, 2013 - The Company issued 20,000,000 common shares for conversion of $4,000 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| On March 4, 2013 - The Company issued 2,816,901 shares for the exercise of cashless warrants. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| On March 6, 2013 – The Company announced it has received an investment led by a strategic partner. Under the terms of the agreement the three investor groups purchased 533,764,510 restricted common shares for a price $307,500. The company received gross proceeds of $307,500 upon closing as there were no sales commissions or brokerage fees paid to any party. The Company plans to offer up to an additional 39,059,490 common stock at similar terms and may from time to time complete additional investor common stock purchase agreements. Securities purchased in this Offering may not be transferred or resold except as permitted under The Securities Act of 1933, as amended, and applicable state securities laws, pursuant to registration or exemption therefrom. Securities purchased in this Offering will be legended to reflect the foregoing rights and obligations. The Company reserves the right to accept or reject any subscription in its sole discretion for any reason whatsoever and to withdraw this Offering at any time prior to the acceptance of the subscriptions received. Subscription funds paid by a Subscriber whose subscription is rejected will be returned promptly without interest or deduction. The Securities Purchase Agreement contains customary representations and warranties and covenants of the Company and the Buyers. Pursuant to the terms of the Securities Purchase Agreement, the Company has agreed to provide customary indemnification to the Buyers, their affiliates and agents against certain liabilities. | ||
| On April 3, 2013, the Company reached an agreement with the holder of its revolving credit line. The parties agreed it was in the best interest of both parties to cancel repayment of $236,397 of the balance of the revolving credit line carrying a percent simple annualized interest, due and payable on December 31, 2014. | ||
| On May 17, 2013, as also disclosed in the Medical Alarm Concepts Holdings, Inc. (the “Company”) definitive Schedule 14C Information Statement dated May 17, 2013, a majority in interest of the Common Stock holders approved an amendment to its Articles of Incorporation. The amendment is effective upon the filing of the Amended and Restated Articles of Incorporation with the Nevada Secretary of State. On June 7, 2013, the Company filed an Amendment to its Articles of Incorporation (the "Amendment") with the Nevada Secretary of State, affecting the increase of its authorized number of shares of Common Stock (the “Authorized Share Increase). This amendment to the Company’s Articles of Incorporation increased the number of the Company’s authorized shares of common stock, par value $0.001 per share, from 800,000,000 to 1,400,000,000. | ||
| On May 28, 2013, the Company entered into an agreement with holders of its convertible debentures canceling all remanding warrants outstanding related to convertible notes dated March 2009 and all convertible notes dated at any time during 2011, 2012, or 2013. As of this date, all warrants outstanding have been cancelled. | ||
| On June 6, 2013 and June 18, 2013, the Company issued a total of 25,000,000 common shares for conversion of $5,000 of debt relating to notes dated July 27, 2011. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| June 24, 2013, the company issued 69 million shares for conversion of $13,800 of convertible debt. The shares have not been registered under the Securities Act and were not registered or qualified in any jurisdiction. | ||
| On June 25, 2013, the Company issued 481,674,510 restricted shares to various investors. The Company received total proceeds of $277,500 . Securities purchased in this offering may not be transferred or resold except as permitted under The Securities Act of 1933, as amended, and applicable state securities laws, pursuant to registration or exemption therefrom. Securities purchased in this Offering will be legended to reflect the foregoing rights and obligations. The Securities Purchase Agreement contains customary representations and warranties and covenants of the Company and the Buyers. Pursuant to the terms of the Securities Purchase Agreement, the Company has agreed to provide customary indemnification to the Buyers, their affiliates and agents against certain liabilities. | ||
| On August 14, 2013, the Company issued 7,269,231 restricted common shares to various investors for $16,400. Securities purchased in this offering may not be transferred or resold except as permitted under The Securities Act of 1933, as amended, and applicable state securities laws, pursuant to registration or exemption therefrom. Securities purchased in this Offering will be legended to reflect the foregoing rights and obligations. The Securities Purchase Agreement contains customary representations and warranties and covenants of the Company and the Buyers. Pursuant to the terms of the Securities Purchase Agreement, the Company has agreed to provide customary indemnification to the Buyers, their affiliates and agents against certain liabilities. | ||
